Juntas Directivas Que Contribuyen / Boards That Deliver: Del Simple Cumplimiento a la Ventaja Competitiva / Advancing Corporate Governance from Compliance to Competitive Advantage
Anew model for corporate management, written for meeting the challenges of today's turbulent business environment, a useful resources offers members helpful ways to wrestle with formerly taboo topics.
The old ceremonial type of passive board that rubber-stamped CEO’s decisions are gone in most parts of the world. Boards nowadays have a real say in how a company will conduct its business. At the same time institutional investors, NGOs and other parties have increased their focus on corporate governance. However, these – in the author’s words – board watchers look too much to the inputs, i.e. the processes and structures used by the board. The result is that the new freedom and energy of boards is used to focus on compliance and ticking boxes. Ram Charan, a renowned corporate advisor, means that we should look more to the output; that is to the value a board adds to a corporation. The book aims to provide a road map for a board to become a true competitive advantage and also a guidebook for CEOs on how to get the most out of their boards.
Although the book is divided into four sections it might be more conductive to view the text as a matrix. The author puts forward three functional areas important for boards to better governance: a) improved group dynamics, b) a useful and practical information architecture and c) the ability and process to focus on substantial issues. Then there are five areas on which the author thinks the board should target its newfound efficiency: 1) having the right CEO and handling succession issues, 2) getting the CEO compensation right, 3) helping the company get the best possible strategy, 4) monitoring the talent pool of the company and 5) monitoring the “health, performance and risk” of the company, i.e. the compliance part.
The chapters of the book are basically all devoted to one of the above topics. The language is very legible. The solutions described almost seam obvious which is a sign of an author with deep domain knowledge. With an extensive history as a CEO and board advisor Charan has a vast library of concrete real life examples to use to clarify his points. In reality much of the advice is quite elementary group psychology and common sense in information handling and in setting the agenda for the board’s work. But as they say, the problem with common sense is that it is not so common. It is all too easy to let the board’s work to be governed by old habits, outside pressures and reluctance to deal with - perhaps uncomfortable - group dynamics. To take a step back and review the processes with the help of the practical advice in this book can make a real impact. Being a consultant the author brings plenty of tools to do the work, “The Ten Questions Every Investor Should Ask” and such. The book fulfills it purpose.
As a good consultant Charan has also adopted the prevailing view of most of his employers – that is the view of the shareholders as one among several stakeholders to an otherwise self-sufficient company. In my view this makes his employers and himself to some extent miss the point that the board consists of the trustees of the owners of the company. As trustees of the shareholders a board should decide on a strategy, see to that there is a good CEO to execute the strategy, monitor that the work is done well and together with the auditors report back to the owners through the annual reporting. The viewpoint now becomes a bit internal looking. For example, when Charan goes in opposition against the board watchers insistence on separating the role of the CEO and the chairman of the board he focuses on the lack of proof that this will bring better efficiency and misses the more principled aspects of keeping the role of the owners trustees separate from executive management. The boundaries of authority and evaluation for the separate roles should be kept clear. That said, I fully agree that the board watchers and the corporate governance officials at institutions not always have the competitive advantage of the company first in mind.
I very much appreciate the book’s viewpoint that the focus of boards should be on competitiveness instead of compliance. How nice it would be with a board that truly is a competitive advantage!
While not having a lot of board experience myself, and reading books off of my husband(CFOs) bookshelf, I learned a lot in this book. I did have to struggle to figure out context at some points, which was explained following its introduction which distrusted the flow of the novel; so be aware of that while reading this text. Overall writing style was good, complex sentence style, I guess, can be expected for scholarly texts like this. I enjoyed the complex diction.
A very good overview of all topics and matters relating to governance. Over time many of the suggestions made in this book have been adopted and are now we coming across good boards. Still good learnings and insights for people newer to governance.
While Ram Charan does an excellent job of laying out general framework for the goal of moving a board to a progressive one, I think in many ways it is naïve to think your board can follow all of the steps and touch on all of the points made by Charan with the result of a progressive board. Ultimately success in creating a progressive board, while generally supported by Charan’s arguments, will hinge on having the right people in the right seats and the right time. Charan notes this at one point in the book, but I think its importance is underscored dramatically.
This is a very insightful book on how the most successful boards have done business. It has good stories on corporate governance and how CEO's like Jeff Immelt and Jack Welch have managed huge corporations. It teaches you how to get your board running effectively and how to get the best out of the team. It spells out clearly what the role of the board is and somewhat explain what the CEO must do to harness the skills and experience from board memmers.